Pursuant to the provisions
of Act 284, Public Acts of 1972, the undersigned corporation executes the
following Articles:

ARTICLE I

The name of the Corporation
is DTE ENERGY COMPANY.

ARTICLE
II

The purposes for which the
corporation (the “Company”) is formed are to engage in any activity within the
purposes for which corporations may be formed under the Michigan Business
Corporation Act (the “Act”).

ARTICLE
III

The location and post
office address of the principal office of the Company at the time of filing
these Articles is 2000 2nd Avenue, Detroit, Wayne County, Michigan 48226-1279
and it is hereby designated as the location and post office address of the registered
office of the Company in Michigan under these Articles.

ARTICLE
IV

The name of the Company’s
resident agent in Michigan at the time of filing these Articles is Susan M.
Beale and she is hereby designated as the resident agent of the Company in
Michigan under these Articles.

ARTICLE V

A. The aggregate
number of shares which the Company is authorized to issue is four hundred and
five million (405,000,000) shares, divided into and consisting of (a) four
hundred million (400,000,000) shares of common stock, without par value, and
(b) five million (5,000,000) shares of preferred stock, without par value,
issuable in one or more series as hereinafter provided.

B. The authorized
preferred stock may be issued, in one or more series, from time to time as the
Board of Directors may determine. Each series of preferred stock shall bear a
distinctive designation, shall be issued in such number of shares and shall
have such relative voting, distribution, dividend, liquidation and other
rights, preferences and limitations and redemption and/or conversion provisions
(including provisions for the redemption or conversion of shares at the option
of the shareholder or the Company or upon the happening of a specified event)
as shall be prescribed, and the Board of Directors is expressly authorized to
fix such terms, by a resolution of the Board of Directors. Such resolutions,
when filed, shall constitute amendments to these Articles of Incorporation to
the extent provided by the Act.

C. Each holder of
common stock of the Company shall be entitled to one vote for each share of
such stock standing in such shareholder’s name on the books of the Company and
each holder of preferred stock of the Company shall be entitled to such voting
rights as shall be established by the Board of Directors pursuant to paragraph
B of this Article V; provided that no share of preferred stock may be
entitled to more than one vote per share.

D. [Repealed]

E. No shareholder
shall have any preemptive or preferential right to subscribe for or purchase
any part of any new or additional issue of stock of any class whatsoever, or of
securities convertible into or exchangeable for any stock of any class
whatsoever, or of securities carrying options, warrants or other rights to
purchase or otherwise acquire stock of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration or by
way of dividend or otherwise, or to have any other preemptive or preferential
right as now or hereafter defined by the laws of the State of Michigan.

ARTICLE
VI

To the full extent
permitted by the Act or any other applicable laws presently or hereafter in
effect no director of the Company shall be personally liable to the Company or
its shareholders for or with respect to any acts or omissions in the
performance of his or her duties as a director of the Company. Any repeal or
modification of this Article VI shall not adversely affect any right or
protection of a director of the Company existing hereunder immediately prior to
such repeal or modification.

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ARTICLE
VII

Each person who is or was
or had agreed to become a director of officer of the Company, or each such
person who is or was serving or who had agreed to serve at the request of the
Board of Directors as an employee or agent of the Company or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Company to the full extent
permitted by the Act or any other applicable laws as presently or hereafter in
effect. Without limiting the generality or the effect of the foregoing, the
Company may enter into one or more agreements with any person which provides for
indemnification greater or different than that provided in this Article. Any
repeal or modification of this Article VII shall not adversely affect any
right or protection existing hereunder immediately prior to such repeal or
modification.

ARTICLE
VIII

The term of the corporate
existence of the Company is perpetual.

ARTICLE
IX

The name and address of the
sole incorporator is as follows:

Susan M. Beale
2000 2nd Avenue
Detroit, Michigan 48226

Dated
this 13th day of December, 1995.

/s/ John E. Lobbia

John E. Lobbia

Chairman of the Board

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CONFORMED
COPY

CERTIFICATE OF DESIGNATION

of

SERIES A
JUNIOR PARTICIPATING
PREFERRED STOCK

of

DTE ENERGY COMPANY

(Pursuant to
Section 450.1302 of the
Business Corporation Act of the State of Michigan)

That, pursuant to authority
vested in the Board of Directors of the Company by its Amended and Restated
Articles of Incorporation, and pursuant to the provisions of
Section 450.1302 of the Michigan Business Corporation Act, the Board of
Directors of the Company has adopted the following resolution providing for the
issuance of a series of Preferred Stock:

RESOLVED, that pursuant to
the authority expressly granted to and vested in the Board of Directors of the
Company (hereinafter called the “Board of Directors” or the “Board”) by the
Amended and Restated Articles of Incorporation of the Company, a series of
Preferred Stock, without par value (the “Preferred Stock”), of the Company be,
and it hereby is, created, and that the designation and amount thereof and the
powers, designations, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

I. Designation and
Amount

The shares of such series
will be designated as Series A Junior
Participating Preferred Stock (the “Series A Preferred”) and the number of
shares constituting the Series A Preferred is 1,500,000.

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II. Dividends and
Distributions

(a) Subject to the
rights of the holders of any shares of any series of Preferred Stock ranking
prior to the Series A Preferred with respect to dividends, the holders of
shares of Series A Preferred, in preference to the holders of Common Stock,
without par value (the “Common Stock”), of the Company, and of any other junior
stock, will be entitled to receive, when, as and if declared by the Board out
of funds legally available for the purpose, dividends payable in cash (except
as otherwise provided below) on such dates as are from time to time established
for the payment of dividends on the Common Stock (each such date being referred
to herein as a “Dividend Payment Date”), commencing on the first Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred (the “First Dividend Payment Date”), in an amount per
share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for
adjustment hereinafter set forth, one hundred times the aggregate per share
amount of all cash dividends, and one hundred times the aggregate per share
amount (payable in kind) of all non-cash dividends, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Dividend Payment Date or, with respect to the
First Dividend Payment Date, since the first issuance of any share or fraction
of a share of Series A Preferred. In the event that the Company at any
time (i) declares a dividend on the outstanding
shares of Common Stock payable in shares of Common Stock, (ii) subdivides
the outstanding shares of Common Stock, (iii) combines the outstanding
shares of Common Stock into a smaller number of shares, or (iv) issues any
shares of its capital stock in a reclassification of the outstanding shares of
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), then, in each such case and regardless of whether any shares of
Series A Preferred are then issued or outstanding, the amount to which
holders of shares of Series A Preferred would otherwise be entitled
immediately prior to such event under clause (ii) of the preceding
sentence will be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

(b) The Company will
declare a dividend on the Series A Preferred as provided in the
immediately preceding paragraph immediately after it declares a dividend on the
Common Stock (other than a dividend payable in shares of Common

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Stock). Each
such dividend on the Series A Preferred will be
payable immediately prior to the time at which the related dividend on the
Common Stock is payable.

(c) Dividends will
accrue on outstanding shares of Series A Preferred from the Dividend
Payment Date next preceding the date of issue of such shares, unless (i) the date of issue of such shares is prior to the
record date for the First Dividend Payment Date, in which case dividends on
such shares will accrue from the date of the first issuance of a share of
Series A Preferred or (ii) the date of issue is a Dividend Payment
Date or is a date after the record date for the determination of holders of
shares of Series A Preferred entitled to receive a dividend and before
such Dividend Payment Date, in either of which events such dividends will
accrue from such Dividend Payment Date. Accrued but unpaid dividends will
cumulate from the applicable Dividend Payment Date but will not bear interest.
Dividends paid on the shares of Series A
Preferred in an amount less than the total amount of such dividends at the time
accrued and payable on such shares will be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board
may fix a record date for the determination of holders of shares of
Series A Preferred entitled to receive payment of a dividend or
distribution declared thereon, which record date will be not more than 60
calendar days prior to the date fixed for the payment thereof.

III. Voting Rights

The holders of shares of
Series A Preferred will have the following voting
rights:

(a) Subject to the
provision for adjustment hereinafter set forth, each share of Series A Preferred will entitle the holder thereof to one vote on
all matters submitted to a vote of the stockholders of the Company.

(b) Except as
otherwise provided herein, in any other Preferred Stock Designation creating a
series of Preferred Stock or any similar stock, or by law, the holders of
shares of Series A Preferred and the holders of shares of Common Stock and
any other capital stock of the Company having general voting rights will vote
together as one class on all matters submitted to a vote of stockholders of the
Company.

(c) Except as set
forth in the Amended and Restated Articles of Incorporation or herein, or as
otherwise provided by law, holders of shares of Series A
Preferred will have no voting rights.

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IV. Certain
Restrictions

(a) Whenever dividends
or other dividends or distributions payable on the Series A Preferred are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series A Preferred outstanding have been paid in full, the Company will
not:

(i) Declare
or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the shares of Series A Preferred;

(ii) Declare or pay
dividends, or make any other distributions, on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution, or winding up)
with the shares of Series A Preferred, except dividends paid ratably on
the shares of Series A Preferred and all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;

(iii) Redeem, purchase
or otherwise acquire for consideration shares of any stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
shares of Series A Preferred; provided, however,
that the Company may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock of the Company
ranking junior (either as to dividends or upon dissolution, liquidation or
winding up) to the shares of Series A Preferred; or

(iv) Redeem, purchase
or otherwise acquire for consideration any shares of Series A Preferred,
or any shares of stock ranking on a parity with the shares of Series A
Preferred, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board) to all holders of such shares upon
such terms as the Board, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective series and
classes, may determine in good faith will result in fair and equitable
treatment among the respective series or classes.

(b) The Company will
not permit any majority-owned subsidiary of the Company to purchase or
otherwise acquire for consideration any shares of stock of the Company unless
the Company could, under paragraph (a) of this Article IV, purchase
or otherwise acquire such shares at such time and in such manner.

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V. Reacquired
Shares

Any shares of Series A Preferred purchased or otherwise acquired by the Company
in any manner whatsoever will be retired and canceled promptly after the
acquisition thereof. All such shares will upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part
of a new series of Preferred Stock subject to the conditions and restrictions
on issuance set forth herein, in the Amended and Restated Articles of
Incorporation of the Company, or in any other Preferred Stock Designation
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

VI. Liquidation,
Dissolution or Winding Up

Upon any liquidation,
dissolution or winding up of the Company, no distribution will be made
(a) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution, or winding up) to the shares of
Series A Preferred unless, prior thereto, the holders of shares of
Series A Preferred have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment; provided, however,
that the holders of shares of Series A Preferred will be entitled to
receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to one hundred times the aggregate amount to be
distributed per share to holders of shares of Common Stock or (b) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution, or winding up) with the shares of Series A Preferred,
except distributions made ratably on the shares of Series A Preferred and
all such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution, or winding
up. In the event the Company at any time (i) declares
a dividend on the outstanding shares of Common Stock payable in shares of
Common Stock, (ii) subdivides the outstanding shares of Common Stock,
(iii) combines the outstanding shares of Common Stock into a smaller
number of shares, or (iv) issues any shares of its capital stock in a
reclassification of the outstanding shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), then, in each such case
and regardless of whether any shares of Series A Preferred are then issued
or outstanding, the aggregate amount to which each holder of shares of
Series A Preferred would otherwise be entitled immediately prior to such
event under the proviso in clause (a) of the preceding sentence will be
adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such

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event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

VII. Consolidation,
Merger, Etc.

In the event that the
Company enters into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then, in each such case,
each share of Series A Preferred will at the same time be similarly
exchanged for or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to one hundred times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Company at any time (a) declares a
dividend on the outstanding shares of Common Stock payable in shares of Common
Stock, (b) subdivides the outstanding shares of Common Stock, (c) combines
the outstanding shares of Common Stock in a smaller number of shares, or (d) issues
any shares of its capital stock in a reclassification of the outstanding shares
of Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), then, in each such case and regardless of whether any shares of
Series A Preferred are then issued or outstanding, the amount set forth in
the preceding sentence with respect to the exchange or change of shares of
Series A Preferred will be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

VIII. Redemption

The shares of Series A Preferred are
not redeemable.

IX. Rank

The Series A Preferred rank, with respect to the payment of dividends
and the distribution of assets, junior to all other series of the Company’s
Preferred Stock.

X. Amendment

Notwithstanding anything
contained in the Amended and Restated Articles of Incorporation of the Company
to the contrary and in addition to any other vote required

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by applicable law, the Amended and Restated Articles of
Incorporation of the Company may not be amended in any manner that would
materially alter or change the powers, preferences or special rights of the
Series A Preferred so as to affect them adversely without the affirmative
vote of the holders of at least 80% of the outstanding shares of Series A
Preferred, voting together as a single series.

IN WITNESS WHEREOF, this
Certificate of Designation is executed on behalf of the Company by its Chairman
and Chief Executive Officer and attested by its Vice President and Secretary
this 23rd day of September, 1997.